UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Check the appropriate box:

CytRxLadRx Corporation

(Name of Registrant as Specified in Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

CytRxLadRx Corporation

11726 San Vicente Boulevard, Suite 650

Los Angeles, California 90049

JuneJuly __, 20222023

Dear Stockholder:

You are cordially invited to attend the 20222023 Annual Meeting of Stockholders (the “Annual Meeting”) of CytRx Corporation.LadRx Corporation (the “Company”). The meeting will be held at the Company’s corporate offices, 11726 San Vicente Blvd, SteBoulevard, Suite 650, Los Angeles, CA 90049 at 10:00 A.M., local time, on Wednesday, July 27, 2022.September 6, 2023.

The Notice of Meeting and the Proxy Statementproxy statement (the “Proxy Statement”) on the following pages cover the formal business of the Annual Meeting.

Due to COVID-19, we may enforce appropriate social protocols as may be permissible under the law.

Your vote is very important. Whether or not you plan to attend or participate in the 2022 Annual Meeting, we encourage you to read the Proxy Statement and vote as soon as possible. For specific instructions on how to vote your shares, please refer to the section in the Proxy Statement entitled “How can I vote my shares?” and the instructions on the proxy card or proxy materials you receive from your broker, bank or other intermediary.

Thank you.you for being a LadRx stockholder.

CytRxLadRx Corporation

11726 San Vicente Boulevard, Suite 650

Los Angeles, California 90049

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

to be held on July 27, 2022September 6, 2023

Notice is hereby given to the holders of the common stock, $0.001 par value per share (“Common Stock”), Series C preferred stock, $0.01 par value per share (“Series C Preferred Stock”) and Series D preferred stock, $0.01 per share (“Series D Preferred(the “Common Stock”) of CytRxLadRx Corporation (the “Company”) that the 20222023 Annual Meeting of Stockholders (the “Annual Meeting”) will be held at the Company’s corporate offices at 11726 San Vicente Blvd, SteBoulevard, Suite 650, Los Angeles, CA 90049 at 10:00 A.M., local time, on Wednesday, July 27, 2022,September 6, 2023, for the following purposes:

Only those stockholders of record at the close of business on May 31, 2022,July 14, 2023, are entitled to notice of and to vote at the Annual Meeting and at any postponement or adjournment thereof.

JuneJuly        , 20222023

Important Notice Regarding Internet Availability of Proxy Materials

for the Annual Meeting of Stockholders to Be Heldbe held on July 27, 2022:September 6, 2023:

The proxy materials for the Annual Meeting, including the Annual Report and the Proxy Statement,

are available at http://materials.proxyvote.com/232828.232828707.

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, SIGN, DATE, AND RETURN THE ENCLOSED PROXY PROMPTLY IN THE ENCLOSED BUSINESS REPLY ENVELOPE (OR USE TELEPHONE OR INTERNET VOTING PROCEDURES, IF AVAILABLE THROUGH YOUR BROKER). IF YOU ATTEND THE ANNUAL MEETING AND WISH TO DO SO, YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON.

TABLE OF CONTENTS

CytRxLadRx Corporation

11726 San Vicente Boulevard, Suite 650

Los Angeles, California 90049

To Be Held July 27, 2022be held on September 6, 2023

PROXY STATEMENT

GENERAL INFORMATION

This Proxy Statementproxy statement (the “Proxy Statement”) is furnished to holders of the common stock, $0.001 par value per share (“Common Stock”), Series C preferred stock, $0.01 par value per share (“Series C Preferred Stock”) and Series D preferred stock, $0.01 per share (“Series D Preferred(the “Common Stock”) of CytRxLadRx Corporation, a Delaware corporation (“we,” “us,” “our,” “CytRx”“LadRx” or the “Company”), in connection with the solicitation of proxies by our board of directors (“Board(the “Board of Directors” or “Board”) on behalf of the Company for use at our Annual Meeting of Stockholders to be held at the Company’s corporate offices, 11726 San Vicente Blvd, SteBoulevard, Suite 650, Los Angeles, CA 90049, local time, on Wednesday, July 27, 2022September 6, 2023 and at any postponement or adjournment thereof.

This Proxy Statement and the accompanying proxy materials are first being furnished to our stockholders on or about June , 2022.August 2, 2023. Our Board of Directors is asking you to vote your shares as described below. If you attend the Annual Meeting in person, you may vote at the Annual Meeting even if you have previously submitted a proxy. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from that record holder.

In accordance with the rules of the SEC,Securities and Exchange Commission (the “SEC”), we are furnishing our proxy materials, including this Proxy Statement and our 2021 Annual Report on Form 10-K for the year ended December 31, 2022, to our stockholders via the Internet. We are mailing to certain of our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) that contains instructions on how to access our proxy materials on the Internet and how to vote. Other stockholders, in accordance with their prior requests, will receive an email with instructions on how to access our proxy materials and vote, or will be mailed paper copies of our proxy materials and a proxy card or voting form. Stockholders may request to receive all future proxy materials in printed form by mail or electronically by email by following the instructions contained in the Notice of Internet Availability.

This Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 20212022 are available on the Internet at: http://www.cytrx.com/www.ladrxcorp.com/investor-relations/sec-filings/.

What is a proxy?

A proxy is the legal designation of another person to vote the stock you own. That other person is called a proxy. If you designate someone as your proxy in a written document, that document is also called a proxy“proxy” or a proxy“proxy card.” We have designated Ms. Cristina Newman, Corporate Secretary and Mr. John Y. Caloz, our Chief Financial Officer and Senior Vice President, as the proxy holdersholder for the Annual Meeting. By completing, signing and returning the accompanying proxy card, you are authorizing Ms. Newman and Mr. Caloz, or either of them, to vote your shares at the Annual Meeting as you have instructed them on the proxy card. This way, your shares will be voted whether or not you attend the Annual Meeting. Even if you plan to attend the Annual Meeting, it is advisable to complete, sign and return your proxy card before the Annual Meeting date just in case your plans change. You may vote, in person, at the Annual Meeting even if you have previously returned a proxy. If you hold shares through a broker, bank or similar organization, you must provide a copy of the proxy from the broker or other agent.

What is a Proxy Statement?

This Proxy Statement is a document that regulations of the Securities and Exchange Commission, or SEC require us to give you when we ask you to sign a proxy card designating Ms. Newman and Mr. Caloz as proxiesproxy to vote on your behalf.behalf at the Annual Meeting.

What is in this Proxy Statement?

This Proxy Statement describes the Proposalsproposals on which we would like you, as a stockholder, to vote at the Annual Meeting. It gives you information on the Proposals,proposals, as well as other information about us, so that you can make an informed decision.

What am I voting on?

Proposal 1: The election of one Class III director to serve until the 2025 annual meeting2026 Annual Meeting of stockholders.Stockholders.

Proposal 2: A precatory proposalThe amendments to our governing documents (Certificate of Incorporation and Bylaws) to declassify the structure of the Board of Directors, such that each director standing for election shall only be eligible to be elected for one-year terms (the “Declassification Proposal”).terms.

Proposal 3: A proposal to authorize the Board, in its discretion but prior to the one-year anniversary of the date on which the reverse stock split is approved by the Company’s stockholders at the Annual Meeting, to amend our Certificate of Incorporation to effect a reverse stock split of all of the outstanding shares of our Common Stock, at a ratio in the range of 1-for-2 to 1-for-100, with such ratio to be determined by the Board and included in a public announcement (the “Reverse Stock Split Proposal”).

Proposal 4: Ratification of the appointment of Weinberg & Company as our independent registered public accounting firm for the fiscal year ending December 31, 2022.2023.

Proposal 5:4: An advisory proposal (non-binding) regarding the compensation of our named executive officers as disclosed in this Proxy Statement.

Proposal 6: A5: An advisory proposal (non-binding) regarding the frequency of future stockholder advisory votes on the compensation paid to adjourn the Annual Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Reverse Stock Split Proposal (the “Adjournment Proposal”).

Why is the Company electing to effect a reverse stock split?

We believe that the Reverse Stock Split, as defined and described in the Reverse Stock Split Proposal, will help us achieve a number of important goals, including enhancing our ability to satisfy the initial listing requirements of a national securities exchange. One of the listing requirements common to national securities exchanges is that the bid price of our common stock be at a specified minimum per share. Reducing the number of outstanding shares of our common stock should, absent other factors, result in an increase in the per share market price of our common stock, although we cannot provide any assurance that our minimum bid price would, following the Reverse Stock Split, remain over any applicable minimum bid price requirements. The Reverse Stock Split will also effectively increase the number of authorized and unissued shares of our Common Stock available for future issuance by the amount of the reduction in outstanding shares effected by the Reverse Stock Split.

In addition, with a high number of issued and outstanding shares of common stock, the price per each share of our common stock may be too low for the Company to attract investment capital on reasonable terms for the Company. We believe that the Reverse Stock Split will make our common stock more attractive to a broader range of institutional investors, professional investors and other members of the investing public. Many brokerage houses and institutional investors have internal policies and practices that either prohibit them from investing in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers. In addition, some of those policies and practices may function to make the processing of trades in low-priced stocks economically unattractive to brokers. Moreover, because brokers’ commissions on low-priced stocks generally represent a higher percentage of the stock price than commissions on higher-priced stocks, the current average price per share of common stock can result in individual stockholders paying transaction costs representing a higher percentage of their total share value than would be the case if the share price were substantially higher. We believe that the Reverse Stock Split may make our common stock a more attractive and cost-effective investment for many investors, which may enhance the liquidity of the holders of our common stock.

Although reducing the number of outstanding shares of our common stock through the Reverse Stock Split is intended, absent other factors, to increase the per share market price of our common stock, other factors, such as our financial results, market conditions and the market perception of our business, may adversely affect the market price of our common stock. As a result, there can be no assurance that the Reverse Stock Split, if completed, will result in the intended benefits described above, or that the market price of our common stock will increase (proportionately to the reduction in the number of shares of our common stock after the Reverse Stock Split or otherwise) following the Reverse Stock Split or that the market price of our common stock will not decrease in the future.

If the Reverse Stock Split Amendment (as defined in the Reverse Stock Split Proposal) is effected, it would cause a decrease in the total number of shares of our Common Stock outstanding and increase the market price of our Common Stock, as well as effectively increase the number of authorized and unissued shares of our Common Stock available for future issuance. The Board intends to effect the Reverse Stock Split only if it believes that a decrease in the number of shares outstanding is in the best interests of the Company and our stockholders and is likely to improve the trading price of our Common Stock and improve the likelihood that we will be able to satisfy the initial listing requirements of a national securities exchange. Accordingly, our Board approved the Reverse Stock Split as being in the best interests of the Company.named executive officers.

Who is entitled to vote at and attend the Annual Meeting?

Only stockholders of record, including holders of our Common Stock, holders of our Series C Preferred Stock and holders of our Series D Preferred Stock, at the close of business on May 31, 2022July 14, 2023 (the “Record Date”) are entitled to notice of, and to vote at, the Annual Meeting and at any adjournment or postponement thereof. NotwithstandingThe Record Date is established by the foregoing, holders of outstandingBoard as required by Delaware law. On the Record Date, 495,092 shares of Series D Preferred Stock will only be entitled to vote such shares on the Reverse Stock Split Proposal and the Adjournment Proposal to the extent that such shares have not been automatically redeemed in the Initial Redemption (defined below); and holders of our Series C Preferred Stock are only entitled to vote on an as-converted basis with holders of our Common Stock subject to a beneficial ownership limitation set at 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of Series C Preferred Stock held by the holder.

All shares of Series D Preferred Stock that are not present in person or by proxy at the Annual Meeting as of immediately prior to the opening of the polls at the Annual Meeting will be automatically redeemed (the “Initial Redemption”). Any outstanding shares of Series D Preferred Stock that have not been redeemed pursuant to the Initial Redemption will be redeemed in whole, but not in part, (i) ifwere issued and when ordered by our Board or (ii) automatically upon the approval of the Reverse Stock Split Amendment.outstanding.

Attendance at the Annual Meeting will be limited to stockholders or their proxy holders. If you are a proxy holder for a stockholder whose shares are registered in his or her name, you must provide a copy of the proxy from the stockholder of record. If you hold shares through a broker, bank or similar organization, you must provide a copy of the proxy from the broker or other agent. Each attendee must also present valid photo identification, such as a driver’s license or passport. Cameras, recording devices, and other electronic devices will not be permitted at the Annual Meeting.

How can I vote my shares?

Whether you hold shares as a stockholder of record or a beneficial owner, you may direct how your shares are voted without attending the 2022 Annual Meeting by the following means:

(1) By mail — Complete, sign and date the proxy card where indicated and return it in the prepaid envelope included with the proxy card. Proxy cards submitted by mail must be received by the time of the meeting in order for your shares to be voted. If you are a beneficial owner of shares held in street name, you may vote by mail by completing, signing and dating the voting instructions in the notice provided by your broker, bank or other intermediary and mailing it in the accompanying pre-addressed envelope.

(2) By telephone — If you are a stockholder of record or a record holder that has shares of our Common Stock registered in their names with our transfer agent, American Stock Transfer,Equiniti Trust Company, please submit your proxy by calling 1-800-690-6903 specified on your paper copy of the proxy card you received if you received a printed set of the proxy materials. If you are a beneficial owner, who owns shares that are held in ‘Street‘street name” through a broker, bank or other intermediary, please submit your vote by calling 1-800-454-8683 specified on your voting instruction form. You must have your sixteen digitsixteen-digit control number that appears on your proxy card or voting instruction form available when submitting your proxy over the telephone.

(3) By Internet — If you received a Notice of Internet Availability by mail, you can submit your proxy or voting instructions over the Internet by following the instructions provided in the Notice of Internet Availability. If you received a Notice of Internet Availability or proxy materials by email, you may submit your proxy or voting instructions over the Internet by following the instructions included in the email. If you received a printed set of the proxy materials by mail, including a paper copy of the proxy card or voting instruction form, you may submit your proxy or voting instructions over the Internet by following the instructions on the proxy card or voting instruction form.

If your control number is not recognized, please refer to your proxy card or voting instruction form for specific voting instructions.

What does it mean if I receive more than one proxy card?

It means that you have multiple accounts at the transfer agent or with stockbrokers. Please complete, sign and return all proxy cards to ensure that all your shares are voted. Unless you need multiple accounts for specific purposes, it may be less confusing if you consolidate as many of your transfer agent or brokerage accounts as possible under the same name and address.

What if I change my mind after I return my proxy card?

You may revoke your proxy card and change your vote by:

However, if you hold your shares in street name, you must request a proxy from the person in whose name your shares are held, usually your stockbroker, to vote at the Annual Meeting.

Will my shares be voted if I do not return my proxy card?

If your shares are held in street name, your brokerage firm may vote your shares without your instructions only under certain circumstances.

Brokerage firms have authority under the rules of Thethe New York Stock Exchange (“NYSE”) to vote customers’ unvoted shares on “routine” matters only. Under these rules, Proposals 1, 2, 4 and 5 are considered non-routine, so if you do not give your broker instructions, your shares will be treated as broker non-votes and will not be voted with respect to each of Proposals 1, 2, 4 and 5. ProposalsProposal 3 4 and 6 areis considered a routine matters.matter.

If you do not return a proxy card to vote your shares, your brokerage firm may either:

We encourage you to provide instructions to your brokerage firm by returning your proxy card. This ensures that your shares will be voted at the Annual Meeting with respect to all of the Proposalsproposals described in this Proxy Statement.

What is a broker non-vote?

Broker non-votes occur when shares are held indirectly through a broker, bank or other intermediary on behalf of a beneficial owner (referred to as held in “street name”) and the broker submits a proxy but does not vote for a matter because the broker has not received voting instructions from the beneficial owner and (i) the broker does not have discretionary voting authority on the matter or (ii) the broker chooses not to vote on a matter for which it has discretionary voting authority. Under the rules of NYSE that govern how brokers may vote shares for which they have not received voting instructions from the beneficial owner, brokers are permitted to exercise discretionary voting authority only on “routine” matters when voting instructions have not been timely received from a beneficial owner. Proposal 3 is considered a “routine matter.” Therefore, if you do not provide voting instructions to your broker regarding such proposal, your broker will be permitted to exercise discretionary voting authority to vote your shares on such proposal. In the absence of specific instructions from you, your broker does not have discretionary authority to vote your shares with respect to Proposals 1, 2, 4 and 5.

What is the difference between a stockholder of record and a “street name” holder?

If your shares are registered directly in your name with Equiniti Trust Company, our transfer agent, you are considered the stockholder of record with respect to those shares. The Notice of Internet Availability has been sent directly to you by the Company.

If your shares are held in a stock brokerage account or by a bank or other nominee, the nominee is considered the record holder of those shares. You are considered the beneficial owner of these shares, and your shares are held in “street name.” The Notice of Internet Availability has been forwarded to you by your nominee. As the beneficial owner, you have the right to direct your nominee concerning how to vote your shares by using the voting instructions the nominee included in the mailing or by following such nominee’s instructions for voting.

What constitutes a quorum?

Our Amended and Restated BylawsBy-Laws (“Bylaws”), provide that the presence, in person or by proxy, at the Annual Meeting of the holders of one-third of outstanding shares of our stock entitled to vote at the Annual Meeting will constitute a quorum for the transaction of business.

For the purpose of determining the presence of a quorum, proxies marked “withhold authority” or “abstain” will be counted as present. Shares represented by proxies that include so-called broker non-votes (shares held by a broker or nominee that has no authority to vote upon a particular matter) also will be counted as shares present for purposes of establishing a quorum. On the record date,Record Date, there were 45,037,391495,092 shares of our Common Stock, 2,752 shares of our Series C Preferred Stock and 48,165.079 shares of our Series D Preferred Stock issued and outstanding.

Regardless of whether a quorum is present at the Annual Meeting, the vote of a majority of the shares of stock present in person or represented by proxy at the meeting may adjourn the Annual Meeting to a later date or dates, without notice other than announcement at the Annual Meeting. If an adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, we will provide notice of the adjourned meeting to each stockholder of record entitled to vote at the meeting.

What are the voting rights of our stockholders?

As of the Record Date, 45,037,391495,092 shares of Common Stock 2,752 shares of Series C Preferred Stock held by a single shareholder and 48,165.079 shares of Series D Preferred Stock were outstanding.

Holders of our common stock are entitled to one vote per share with respect to each of the matters to be presented at the Annual Meeting.

Each holder of Series C Preferred Stock will be entitled to the number of votes equal to the number of whole shares of Common Stock into which the shares of Series C Preferred Stock held by such holder are then convertible with respect to any and all matters presented to the common stockholders for their action or consideration at the Annual Meeting. As of the Record Date, the outstanding shares Series C Preferred Stock were convertible into 3,127,688 shares of Common Stock and the holder thereof will vote the Series C Preferred Stock (subject to a beneficial ownership limitation set at 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of Series C Preferred Stock held by the holder) on each matter brought before the Annual Meeting on an as-converted basis together with the holders of the Common Stock (i.e., the 2,752 shares of Series C Preferred Stock will have the same voting power as 3,127,688 shares of Common Stock). If the holder of Series C Preferred Stock has already reached the beneficial ownership limitation based on Common Stock held by that shareholder, the Series C Preferred Stock shareholder will have no further voting rights beyond that attached to the Common Stock already held under the beneficial ownership limitation.

As previously announced on May 19, 2022, the Board declared a dividend of one one-thousandth (1/1,000th) of a share of Series D Preferred Stock for each outstanding share of Common Stock to stockholders of record of Common Stock as of 5:00 p.m. Eastern Time on May 20, 2022. The holders of Series D Preferred Stock have 1,000,000 votes per whole share of Series D Preferred Stock (i.e., 1,000 votes per one one-thousandth of a share of Series D Preferred Stock) and are entitled to vote with the Common Stock, together as a single class, on the Reverse Stock Split Proposal and Adjournment Proposal, but are not otherwise entitled to vote on the other proposals to be presented at the Annual Meeting. Notwithstanding the foregoing, each share of Series D Preferred Stock redeemed pursuant to the Initial Redemption will have no voting power with respect to the Reverse Stock Split, the Adjournment Proposal or any other matter. When a holder of Common Stock submits a vote on the Reverse Stock Split Proposal and the Adjournment Proposal, the corresponding number of shares of Series D Preferred Stock (or fraction thereof) held by such holder will be automatically cast in the same manner as the vote of the share of Common Stock (or fraction thereof) in respect of which such share of Series D Preferred Stock (or fraction thereof) was issued as a dividend is cast on the Reverse Stock Split, the Adjournment Proposal or such other matter, as applicable, and the proxy or ballot with respect to shares of Common Stock held by any holder on whose behalf such proxy or ballot is submitted will be deemed to include all shares of Series D Preferred Stock (or fraction thereof) held by such holder. Holders of Series D Preferred Stock will not receive a separate ballot or proxy to cast votes with respect to the Series D Preferred Stock on the Reverse Stock Split, the Adjournment Proposal or any other matter brought before the Annual Meeting. For example, if a stockholder holds 10 shares of Common Stock (entitled to one vote per share) and votes in favor of the Reverse Stock Split Proposal, then 10,010 votes will be recorded in favor of the Reverse Stock Split Proposal, because the stockholder’s shares of Series D Preferred Stock will automatically be voted in favor of the Reverse Stock Split Proposal alongside such stockholder’s shares of Common Stock.

All references in this Proxy Statement to quorum, voting requirements, common stock and holders of Common Stock, are, unless the context requires otherwise, deemed to include Series C Preferred Stock and holders of Series C Preferred Stock (as appropriate) as well as Series D Preferred Stock and holders of Series D Preferred Stock (as appropriate).

With respect to Proposal 1, the election of a director, who will be elected by a plurality of the votes cast for such Class, you may vote “FOR” or “WITHHOLD AUTHORITY” with respect to the nominee. In tabulating the voting results for the election of directors, only “FOR” votes will be counted. Abstentions and broker non-votes will not be considered as votes cast on this proposalProposal 1 and therefore will not affect the outcome of this proposal.Proposal 1.

With respect to each of Proposals 2, 3, and 4, 5 and 6,you may vote “FOR,” “AGAINST” or “ABSTAIN.” Broker non-votes will have the effect of a vote against Proposals 3 and 6 but will have no effect on the outcome of Proposals 2, 43 and 5.4. With respect to Proposal 5, you may vote “one year”, “two years,” “three years” or “WITHHOLD AUTHORITY”.

Abstentions will have the effect of a vote against Proposals 2, 3 4, 5 and 6,4, since the shares underlying an abstention will be counted as present at the Annual Meeting, but will have no effect on the outcome of Proposal 2.5.

Do I have any dissenters’ or appraisal rights with respect to any of the matters to be voted on at the Annual Meeting?

No. None of our stockholders have any dissenters’ or appraisal rights with respect to the matters to be voted on at the Annual Meeting.

What happens if a director nominee is unable to stand for election?

Our Board of Directors may select a substitute nominee. If you have completed, signed and returned your proxy card, Ms. Newman and Mr. Caloz or either of them, can vote your shares for the substitute nominee.

What are the board’sBoard’s recommendations?

The recommendations of our Board of Directors are set forth together with the description of each Proposal in this Proxy Statement. In summary, our Board of Directors recommends a vote:

Proxies

If the enclosed proxy card is executed, returned in time and not revoked, the shares represented thereby will be voted at the Annual Meeting and at any postponement or adjournment thereof in accordance with the directions indicated on the proxy card. IF NO DIRECTIONS ARE INDICATED, PROXIES WILL BE VOTED IN ACCORDANCE WITH OUR BOARD OF DIRECTORS’ RECOMMENDATIONS IN THIS PROXY STATEMENT AND, AS TO ANY OTHER MATTERS PROPERLY BROUGHT BEFORE THE ANNUAL MEETING OR ANY POSTPONEMENT OR ADJOURNMENT THEREOF, IN THE SOLE DISCRETION OF THE PROXIES.

Is my vote kept confidential?

Proxies, ballots and voting tabulations identifying stockholders are kept confidential and will not be disclosed to third parties except as may be necessary to meet legal requirements.

Where do I find the voting results of the Annual Meeting?

We will announce preliminary voting results at the Annual Meeting and publish the final results in a Current Report Form 8-K to be filed with the SEC. You may obtain a copy of the Form 8-K by contacting us at (310) 826-5648 or at an SEC public reference room. For the location of an SEC public reference room, please contact the SEC at (800) SEC-0330.

You can also read the Form 8-K that will contain the voting results on the Internet at www.cytrx.comwww.ladrxcorp.com or through the SEC’s electronic data system called EDGAR at www.sec.gov.www.sec.gov.

How do I receive an annual report?

A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 20212022 (the “Annual Report”) is being delivered with this Proxy Statement. The Annual Report is also available on our website at www.cytrx.com/www.ladrxcorp.com/investor-relations/sec-filings/ and on the SEC’s website at www.sec.gov.www.sec.gov. The Annual Report available on our website includes a letter to stockholders from our Chief Executive Officer. Copies of exhibits to the Annual Report will be made available for a reasonable charge upon written request to CytRxLadRx Corporation, 11726 San Vicente Boulevard, Suite 650, Los Angeles, California 90049, Attention: Corporate Secretary.

We encourage you to review our periodic reports filed with the SEC, including, but not limited to, our most recent Quarterly Report on Form 10-Q filed with the SEC on May 12,15, 2023.

Who is being nominated for director?

The Class II director candidate nominated for election at the Annual Meeting is Mr. Joel Caldwell.

Why are the compensation proposal (Proposal 4) and the frequency proposal (Proposal 5) being included among the items to be considered at the Annual Meeting?

We have included the compensation proposal (Proposal 4) and the frequency proposal (Proposal 5) among the items to be considered at the Annual Meeting in order to satisfy the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Section 14A of the Exchange Act.

Who is our independent registered public accounting firm and will they be represented at the Annual Meeting?

Weinberg & Company served as the independent registered public accounting firm auditing and reporting on our financial statements for the year ended December 31, 2022. We expect that representatives of Weinberg & Company will be present telephonically at the Annual Meeting. They will have an opportunity to make a statement, if they desire, and will be available to answer appropriate questions at the Annual Meeting.

Who will serve as inspector of election at the Annual Meeting?

Broadridge Financial Solutions will count the votes at the Annual Meeting and Mr. Caloz will act as the inspector of election (scrutineer).

What is “householding” and how does it affect me?

We and some US brokers have adopted “householding,” a procedure under which shareholders who have the same address will receive a single Notice of Internet Availability or set of proxy materials, unless one or more of these shareholders provides notice that they wish to continue receiving individual copies. If you participate in householding and wish to receive a separate Notice of Internet Availability or set of proxy materials, or if you wish to receive separate copies of future notices, annual reports, and proxy statements, please contact your broker directly, or our Corporate Secretary at LadRx Corporation, 11726 San Vicente Boulevard, Suite 650, Los Angeles, California.

We hereby undertake to deliver promptly, upon written or oral request, a copy of the Notice of Internet Availability to a shareholder at a shared address to which a single copy of the document was delivered. Requests should be directed to the address or phone number set forth above.

SEC rules permit companies to send you a notice that proxy information is available on the Internet, instead of mailing you a complete set of materials. As such, we have elected to distribute proxy information in this manner.

Are there any other matters to be acted upon at the Annual Meeting?

Management does not intend to present any business at the Annual Meeting for a vote other than the matters set forth in the Notice and has no information that others will do so. If other matters requiring a vote of the stockholders properly come before the Annual Meeting, it is the intention of the persons named in the form of proxy to vote the shares represented by the proxies held by them in accordance with applicable law and their judgment on such matters.

Who can help answer my questions?

The information provided above in this “Question and Answer” format is for your convenience only and is merely a summary of the information contained in this Proxy Statement. We urge you to carefully read this entire Proxy Statement, including the documents we refer to in this Proxy Statement. If you have any questions, or need additional materials, please feel free to contact our Corporate Secretary at LadRx Corporation, 11726 San Vicente Boulevard, Suite 650, Los Angeles, California.

PROPOSAL 1

ELECTION OF DIRECTORS

Pursuant to our Bylaws, our Board of Directors has fixed the number of our directors at four. Our Restated Certificate of Incorporation (“Certificate of Incorporation”) and our Bylaws provide for the classification of our directors into three classes, which we refer to as Class I, Class II and Class III, with each class to consist as nearly as possible of an equal number of directors. One class of directors is to be elected at each annual meeting of stockholders to serve for a term of three years. On March 8, 2022, Dr. Louis Ignarro (a Class I director) resigned from the Board of Directors, with his resignation effective immediately prior to the Annual Meeting. Our Board of Directors has nominated Mr. Cary Claiborne for election as a Class I director to serve until the 2025 Annual Meeting of Stockholders and until his successor is duly elected and qualified. Mr. Claiborne will fill the vacancy resulting from Dr. Ignarro’s resignation.

The Board of Directors has fixed as one the number of Class II directors to be elected to the boardBoard at this Annual Meeting.Meeting at one director.

Information concerning our director nominee, as well as the directors whose terms of office will continue after the 2022 Annual Meeting, is set forth below. Each director’s age is indicated in parentheses after his or her name.

Class III — Nominee to Serve as Director Until the 20252026 Annual Meeting of Stockholders

Cary Claiborne (61) Joel K. Caldwellhas served (68) was appointed to serve as a director of our Company and became the Chairman of the Audit Committee in July 2017. He brings more than 30 years of experience in tax matters, finance and internal auditing. Mr. Caldwell retired from Southern California Edison, one of the nation’s largest public utilities, where he had been employed for 28 years in various executive-level accounting and finance positions covering Internal Audits, Executive Compensation, Long Term Finance, Employee Benefits and, most recently prior to his retirement, Sarbanes-Oxley Internal Controls Compliance. He also worked in public accounting at the firm of Arthur Andersen & Co. Mr. Caldwell volunteers his business skills, serving as a financial advisor on the Boardboard of Directorstrustees of NeuroSense Therapeuticsa charitable organization, and continues his involvement with track and field sports by volunteering as a meet official at Pacific Palisades Charter High School. He holds B.S. and M.B.A. degrees from the University of California, Berkeley. Mr. Caldwell has been a Certified Public Accountant in California since December 2021, where he also serves as chair of the audit committee. Mr. Claiborne has served as the Chief Operating Officer since December 20211982 and a directorCertified Internal Auditor since November 2021 for Adial Pharmaceuticals Inc.1986. He is a public biopharmaceutical company. Prior to joining Adial, Mr. Claiborne served as the CEO of Prosperity Capital Management, LLC, a US based Private Investment and Advisory firm that he founded. From 2014 until 2017, Mr. Claiborne served as the Chief Financial Officer and board member of Indivior PLC. a public global commercial stage pharmaceutical company. Mr. Claiborne was also a director onboth the BoardAmerican Institute of DirectorsCertified Public Accountants and the California Society of New Generation Biofuels Inc. and MedicAlert Foundation, where he also served as the chair of the audit and finance committees. From 2011 to 2014, Mr. Claiborne was the Chief Financial Officer of Sucampo Pharmaceuticals Inc., a public global biopharmaceutical company focused on drug discovery, development, and commercialization. Mr. Claiborne graduated from Rutgers University with a B.A. in Business Administration. He also holds an M.B.A from Villanova University and was previously a NACD Governance Fellow.Certified Public Accountants. His diverse background in the pharmaceutical industryaccounting, auditing and finance will provide the board with a balanced perspective and will be very helpful to the Board andenhance its stewardship of the Company.

Vote Required

The affirmative vote of a plurality of the shares entitled to vote at the Annual Meeting on Proposal 1 is required for the election of a director. If your shares are held by a broker and you do not give the broker specific instructions on how to vote your shares, your broker may not vote your shares at its discretion. Abstentions and broker non-votes, if any, will be disregarded and have no effect on the results of the vote.

Recommendation of the Board of Directors

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ELECTION OF MR. CLAIBORNECALDWELL AS OUR CLASS III DIRECTOR.

Continuing Directors

The following is a description of the incumbent Class III and Class III directors whose terms of office will continue after the 2022 Annual Meeting:

Class III — Director Serving Until the 20232025 Annual Meeting of Stockholders

Joel K. CaldwellCary Claiborne (67) joined(62) was appointed to serve as a director of our Company in July 2022. Mr. Claiborne has served on the Board and became the Chairmanof Directors of NeuroSense Therapeutics since December 2021, where he also serves as chair of the Audit Committeeaudit committee. Mr. Claiborne has served as the Chief Executive Officer since August 18, 2022 and prior to that as Chief Operating Officer since December 2021 and a director since November 2021 for Adial Pharmaceuticals Inc. (“Adial”) a public biopharmaceutical company. Prior to joining Adial, Mr. Claiborne served as the CEO of Prosperity Capital Management, LLC, a U.S.-based private investment and advisory firm that he founded. From 2014 until 2017, Mr. Claiborne served as the Chief Financial Officer and board member of Indivior PLC. a public global commercial stage pharmaceutical company. Mr. Claiborne was also a director on July 12, 2017. He brings more than 30 yearsthe Board of experience in tax matters, financeDirectors of New Generation Biofuels Inc. and internal auditing. Mr. Caldwell retired from Southern California Edison, oneMedicAlert Foundation, where he also served as the chair of the nation’s largest public utilities, where he had been employed for 28 years in various executive-level accountingaudit and finance positions covering Internal Audits, Executive Compensation, Long Term Finance, Employee Benefitscommittees. From 2011 to 2014, Mr. Claiborne was the Chief Financial Officer of Sucampo Pharmaceuticals Inc., a public global biopharmaceutical company focused on drug discovery, development, and most recently prior to his retirement, Sarbanes-Oxley Internal Controls Compliance.commercialization. Mr. Claiborne graduated from Rutgers University with a B.A. in Business Administration. He also worked in public accounting at the firm of Arthur Andersen & Co. Mr. Caldwell volunteers his business skills, serving asholds an M.B.A from Villanova University and was previously a financial advisor on the board of trustees of a charitable organization, and continues his involvement with track and field sports by volunteering as a meet official at Pacific Palisades Charter High School. He holds B.S. and M.B.A. degrees from the University of California, Berkeley. Mr. Caldwell has been a Certified Public Accountant in California since 1982 and a Certified Internal Auditor since 1986. He is a member of both the American Institute of Certified Public Accountants and the California Society of Certified Public Accountants.NACD Governance Fellow. His diverse background in accounting, auditingthe pharmaceutical industry and finance will provide the board with a balanced perspective and will be very helpful to enhance its stewardship ofthe Board and the Company.

Class III — Director Serving Until the 2024 Annual Meeting of Stockholders

Jennifer K. Simpson, Ph.D. (53) joined the Board(54) was appointed to serve as a director of our Company in July 2021. Dr. Simpson serves as President and Chief Executive Officer and as a member of the board of directors of Panbela Therapeutics since July 2020. She most recently served as President and Chief Executive Officer and as a member of the board of directors of Delcath Systems, Inc. (“Delcath”), an interventional oncology company, from 2015 to June 2020. She had previously held various other leadership roles at Delcath since 2012. From 2011 to 2012, Dr. Simpson served as Vice President, Global Marketing, Oncology Brand Lead at ImClone Systems, Inc. (a wholly owned subsidiary of Eli Lilly and Company), where she was responsible for all product commercialization activities and launch preparation for one of the late-stage assets. From 2009 to 2011, Dr. Simpson served as Vice President, Product Champion and from 2008 to 2009 as the Associate Vice President, Product Champion for ImClone’s product Ramucirumab. From 2006 to 2008, Dr. Simpson served as Product Director, Oncology Therapeutics Marketing at Ortho Biotech (now Janssen Biotech), a Pennsylvania-based biotech company that focuses on innovative solutions in immunology, oncology and nephrology. Earlier in her career, Dr. Simpson spent over a decade as a hematology/oncology nurse practitioner and educator. Dr. Simpson has served on the board of directors and nominating and corporate governance committee of Eagle Pharmaceuticals, Inc. since August 2019. She earned a Ph.D. in Epidemiology from the University of Pittsburgh, a M.S. in Nursing from the University of Rochester, and a B.S. in Nursing from the State University of New York at Buffalo. Her experience in the field of clinical development and oncology will be very helpful to the Board and the Company.

CORPORATE GOVERNANCE

Directors Andand Executive Officers

The following table sets forth information concerning our current directors and executive officers:

* Biographical information for each our directors is set forth in Proposal 1. See “SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT - Executive Officers” for biographical information on our executive officers.

Meetings of the Board of Directors and Committees

Board of Directors

TheOur property, affairs and business of CytRx are conducted under the general supervision and management of our Board of Directors as called for under the laws of Delaware and our Bylaws. Mr. Kriegsman, our former Chief Executive Officer, also served as ChairmanDr. Ignarro was appointed Chair of ourthe Board of Directorseffective January 3, 2022 until his resignation on January 3,March 8, 2022, effective July 26, 2022. Dr. IgnarroJennifer Simpson currently serves as Chairman. Dr. Ignarro will resign as Chairman upon his resignation from the Board on July 26, 2022.Chair of the Board. Our Board of Directors has established two standing committees, the Audit Committee and the Compensation Committee to provide effective oversight of the Company.

The Board of Directors held sixfive meetings in 2021.the year ended December 31, 2022. Each of our current directors attended at least 75% of the meetings of the boardBoard and of boardBoard committees on which the director served during this period.

Director Independence

Our Board of Directors has determined that the new director nominee, Mr. Claiborne, as well as Dr. Ignarro and the continuingeach of its directors Mr. Caldwell and Dr. Simpson, are “independent” under the current independence standards of the OTC Markets Inc. (the “OTC Markets”), and have no material relationships with us (either directly or as a partner, shareholder or officer of any entity) that are inconsistent with a finding of their independence as members of our Board of Directors. Our Board has determined that the directors mentioned above also met the higher standards of the OTC Markets of “independence” for purposes of service as the members of our Audit Committee. In making these determinations, our Board of Directors has broadly considered all relevant facts and circumstances, recognizing that material relationships can include commercial, banking, consulting, legal, accounting, and familial relationships, among others.

The following table provides information concerning the current membership of our boardBoard committees:

Audit Committee

Our Board of Directors has determined that each of the current members of the Audit Committee is “independent” under the current independence standards of the OTC Markets. Our Board of Directors has also determined that Mr. Caldwell is an audit committee financial expert.expert within the meaning of Item 407(d)(5) of Regulation S-K.

The Audit Committee’s responsibilities include oversight activities described below under the heading “Report of the Audit Committee.” The Audit Committee reviews our financial structure, policies and procedures, appoints our independent registered public accounting firm, reviews with our independent registered public accounting firm the plans and results of the audit engagement, approves audit and permitted non-audit services provided by our independent registered public accounting firm, reviews the independence of our independent registered public accountants and reviews the adequacy of our internal accounting controls as well as of our ethics programs.

The Audit Committee has discussed with our independent registered public accounting firm the firm’s independence from management and us, including the matters in the written disclosures required by the Independence Standards board and considered the compatibility of permitted non-audit services with the auditors’ independence.

REPORT OF THE AUDIT COMMITTEE REPORT

The following is the report of the Audit Committee with respect to CytRx Corporation’sour audited financial statements and related notes thereto for the year ended December 31, 2021.2022.

The primary function of the Audit Committee is to assist the Board of Directors in fulfilling its oversight responsibilities relating to:

The Audit Committee operates under a written charter (the “Audit Committee Charter”) adopted by our Board of Directors, a copy of which is available on our website at www.cytrx.com.www.ladrxcorp.com.

The Audit Committee’s primary duties and responsibilities are to:

The Audit Committee provides assistance to the Board of Directors in fulfilling its oversight responsibility to the stockholders, the investment community and others relating to our financial statements and the financial reporting process, our disclosure policy, our systems of internal accounting and financial controls, our internal audit function, the annual independent audit of our financial statements and the ethics programs established by our management and the Board of Directors. The Audit Committee has the sole authority (subject, if applicable, to stockholder ratification) to appoint or replace the outside auditors and is directly responsible for determining the compensation of the independent auditors. The Audit Committee also receives reports from the Disclosure Committee and Director of Communications Compliance.

The Audit Committee must pre-approve all auditing services and all permitted non-auditing services to be provided by the outside auditors. In general, the Audit Committee’s policy is to grant such approval where it determines that the non-audit services are not incompatible with maintaining the auditors’ independence and there are cost or other efficiencies in obtaining such services from the auditors as compared to other possible providers. During 2021,the year ended December 31, 2022, the Audit Committee approved all of the audit and non-audit services proposals submitted to it.

The Audit Committee met four times during 2021.the year ended December 31, 2022. The Audit Committee schedules its meetings with a view to ensuring that it devotes appropriate attention to all of its tasks. In discharging its oversight role, the Audit Committee is empowered to investigate any matter brought to its attention, with full access to all of our books, records, facilities and personnel, and to retain its own legal counsel and other advisers as it deems necessary or appropriate.

As part of its oversight of our financial statements, the Audit Committee reviews and discusses with both management and its outside auditors our interim financial statements and related notes thereto and annual audited financial statements and related notes thereto that are included in our Quarterly Reports on Form 10-Q and Annual Report on Form 10-K, respectively. Our management advised the Audit Committee in each case that all such financial statements and related notes thereto were prepared in accordance with accounting principles generally accepted in the United States and reviewed significant accounting issues with the Audit Committee. These reviews included discussion with the outside auditors of matters required to be discussed under applicable rules, regulations and U.S. generally accepted auditing standards (including Auditing Standard No. 1301, “Communications with Audit Committees” as adopted by the Public Company Accounting Oversight Board (“PCAOB”(the “PCAOB”).

The Audit Committee has retained Weinberg & Company since June 2019 to audit our financial statements. The Audit Committee also has selected Weinberg & Company as our independent registered public accounting firm for fiscal 2022.the year ended December 31, 2023.

The Audit Committee discussed with Weinberg & Company, which audited our annual financial statements for 2021,the year ended December 31, 2022, matters relating to its independence, including a review of audit and non-audit fees and the letter and written disclosures made by Weinberg & Company to the Audit Committee as required by the PCAOB.

In addition, the Audit Committee reviewed initiatives aimed at strengthening the effectiveness of CytRx’sLadRx’s internal control structure. As part of this process, the Audit Committee continues to monitor and review staffing levels and steps taken to implement recommended improvements in internal procedures and controls.

Taking all of these reviews and discussions into account, the Audit Committee recommended to our Board of Directors that our audited financial statements and related notes thereto be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021,2022, filed with the SEC.SEC on March 20, 2023.

* Dr. Ignarro will step down from the Audit Committee upon his resignation from the Board effective immediately prior to the Annual Meeting (July 26, 2022).

Compensation Committee

The Compensation Committee is authorized to determine the annual salaries and bonuses of our officers and to make and approve in its sole discretion, stock option grants and other discretionary awards under our stock option or other equity incentive plans to all persons who are Board members or officers, and shall approve the amount of stock options annually granted to staff. The Committee also is authorized to interpret our stock option plans, to prescribe, amend and rescind rules and regulations relating to the plans, to determine the term and provisions of the respective option agreements, and to make all other determinations deemed necessary or advisable for the administration of the plans. The Compensation Committee is also authorized to approve all special perquisites, special cash payments and other special compensation and benefit arrangements for officers The Compensation Committee operates pursuant to a written charter, a copy of which is available on our website at www.cytrx.com.www.ladrxcorp.com. Our Board of Directors has determined that each of the current members of the Compensation Committee, Mr. Claiborne and Dr. Ignarro and Mr. Caldwell, isSimpson, are “independent” under the current independence standards of the OTC Markets for purposes of service on the Compensation Committee.

The Compensation Committee has reviewed our compensation policies and practices for all employees, including our named executive officers, as they relate to risk management practices and risk-taking incentives, and has determined that there are no risks arising from these policies and practices that are reasonably likely to have a material adverse effect on us.

The Compensation Committee held one meetingtwo meetings during 2021.the year ended December 31, 2022.

Director Nominations

The Company does not have a standing nominating committee or a nominating committee charter. The full Board of Directors performs the functions of a nominating committee pursuant to procedures adopted by the Board of Directors. The Board of Directors has no stated specific minimum requirements that must be met by a candidate for a position on the Board of Directors other than those set forth in our By-laws.Bylaws. The Board of Directors may, when appropriate, retain an executive search firm and other advisors to assist it in identifying candidates for the Board.

Diversity

The Board is responsible for assembling for stockholder consideration director nominees who, taken together, have appropriate experience, qualifications, attributes, and skills to function effectively as a board. The Board periodically reviews its composition in light of our changing requirements, its assessment of its performance, and the input of stockholders and other key constituencies. The Board looks for certain characteristics common to all Board members, including integrity, strong professional reputation and record of achievement, constructive and collegial personal attributes, and the ability and commitment to devote sufficient time and energy to board service. In addition, they seek to include on the Board of Directors a complementary mix of individuals with diverse backgrounds and skills reflecting the broad set of challenges that the Board of Directors confronts. These individual qualities can include matters such as experience in our company’s industry, technical experience (i.e., medical or research expertise), experience gained in situations comparable to the company’s, leadership experience, and relevant geographical diversity.

Stockholder Recommendations of Director Candidates

The policy of the Board of Directors is that a stockholder wishing to submit recommendations for director candidates for consideration as nominees of the Board of Directors for election at an annual meeting of stockholders must do so in writing no later than 120 days nor more than 150 days before the anniversary of the mailing date of the previous year’s proxy statement. The written recommendation must include the following information:

Any recommendations in proper form received from stockholders will be evaluated in the same manner that potential nominees recommended by our board members or management are evaluated.

Stockholder Nominations of Directors

Our Bylaws specify the procedures by which stockholders may nominate director candidates directly, as opposed to merely recommending a director candidate to the Board of Directors as described above. Any stockholder nominations must comply with the requirements of our Bylaws and should be addressed to: Corporate Secretary, CytRxLadRx Corporation, 11726 San Vicente Boulevard, Suite 650, Los Angeles, California 90049. Any stockholder making a nomination must do so in writing no later than 120 days nor more than 150 days before the anniversary of the mailing date of the previous year’s proxy statement for stockholder proposals.

Stockholder Communication with Board Members

Stockholders who wish to communicate with our board members may contact us by telephone, facsimile or regular mail at our principal executive office. Written stockholder communications specifically marked as a communication for our Board of Directors or a particular director, will be forwarded unopened to the Chairman of the Board or to the particular director to which they are addressed, or presented to the full board or the particular director at the next regularly scheduled board meeting. In addition, stockholder communications received by us via telephone or facsimile for our Board of Directors or a particular director will be forwarded to our boardBoard of Directors or the particular director by an appropriate officer.

Code of Ethics

We have adopted a Code of Ethics applicable to all employees, including our principal executive officer, principal financial officer and principal accounting officer, a copy of which is available on our website at www.cytrx.com.www.ladrxcorp.com. If we make any amendments to the Code of Ethics or grant any waiver from a provision of the Code of Ethics to any director or executive officer, we will promptly disclose the nature of the amendment or waiver on our website at www.cytrx.com.Wewww.ladrxcorp.com.We will furnish, without charge, a copy of our Code of Ethics upon request. Such requests should be directed to Attention: Corporate Secretary,LadRx Corporation, 11726 San Vicente Boulevard, Suite 650, Los Angeles, California, Attention: Corporate Secretary, or by telephone at 310-826-5648.

Board Leadership Structure

On January 3,July 27, 2022, theour Board appointed Dr. IgnarroSimpson as ChairmanChair of the Board and Mr. Caldwell as Lead Director. Mr. Caldwell ceased to be a Lead Director upon his resignation as a Class I director in connection with his appointment as a Class II director on May 29, 2022.Board. The ChairmanChair of the Board presides at all meetings of our Board of Directors (but not at its executive sessions), and exercises and performs such other powers and duties as may be assigned to him or her from time to time by the boardBoard or prescribed by our Bylaws. On March 8, 2022, Dr. Ignarro, our previous Chairman of the Board, tendered his resignation from the Board, effective immediately prior to the 2022 Annual Meeting of Stockholders.

Our Board of Directors has no established policy on whether it should be led by a ChairmanChairperson who is also the Chief Executive Officer, but periodically considers whether combining, or separating, the role of Chairman and Chief Executive Officer is appropriate. Upon the resignation of Mr. Kriegsman as Chairman and Chief Executive Officer, the roles of Chairman and Chief Executive Officer were separated. The Board of Directors intends to appoint Ms. Simpson as Interim Chair of the Board of Directors following the Annual Meeting. The Board will continue to assess whether this leadership structure is appropriate and will adjust it as it deems appropriate.

At the 2022 Annual Meeting of Stockholders, a declassification proposal to declassify the structure of the Board was passed on a precatory basis, which advised the Board that a majority of our stockholders desired to end the classified Board structure in favor of the annual election of directors, in which each director standing for election will only be eligible to be elected for one-year terms. The Board has included a proposal in this Proxy Statement to adopt a resolution approving and declaring the advisability of amending our governing documents to the extent necessary to remove provisions that provide for a classified Board, subject to approval by our stockholders at the Annual Meeting. If passed, such a proposal would provide for a rolling declassification of the Board to be completed by the 2026 Annual Meeting Stockholders.

Board of Directors’ Role in Risk Oversight

In connection with its oversight responsibilities, our Board of Directors, including the Audit Committee, periodically assesses the significant risks that we face. These risks include, but are not limited to, financial, technological, competitive, and operational risks. Our Board of Directors administers its risk oversight responsibilities through our Chief Executive Officer and Chief Financial Officer, who review and assess the operations of our business as well as operating management’s identification, assessment and mitigation of the material risks affecting our operations.

Employee, Officer, and Director Hedging Policy

All of the Company’sour directors, officers, management level employees and certain other employees are subject to the Company’sour policy on hedging, which is included in the Company’sour Statement of Policy on Securities Trading. Under the terms of this policy, directors, officers and employees may not enter into hedging or monetization transactions (such as zero-cost dollars and forward sale contracts) or similar arrangements with respect to company securities.

Transactions with Related Persons

General

Our Audit Committee is responsible for reviewing and approving, as appropriate, all transactions with related persons, in accordance with itsthe Audit Committee Charter.

Transactions between us and one or more related persons may present risks or conflicts of interest or the appearance of conflicts of interest. Our Code of Ethics requires all employees, officers and directors to avoid activities or relationships that conflict, or may be perceived to conflict, with our interests or adversely affect our reputation. It is understood, however, that certain relationships or transactions may arise that would be deemed acceptable and appropriate so long as there is full disclosure of the interest of the related partiespersons in the transaction and review and approval by disinterested directors to ensure there is a legitimate business reason for the transaction and that the transaction is fair to us and our stockholders.

As a result, the procedures followed by the Audit Committee to evaluate transactions with related persons require:

Our Audit Committee will evaluate transactions with related person transactionspersons based on:

In connection with its review and approval or ratification, if appropriate, of any related person transaction, our Audit Committee is to consider whether the transaction will compromise standards included in our Code of Ethics. In the case of any related person transaction involving an outside director or nominee for director, the Audit Committee also is to consider whether the transaction will compromise the director’s status as an independent director as prescribed in the standards of the OTC Markets pertaining to companies traded on OTCQB.the OTCQB Venture Market.

Kriegsman Separation Agreement

InDuring the period since January 1, 2022, there were no transactions with related persons in which the amount involved exceeded $120,000 except for the following: in connection with Mr. Kriegsman’s departure from his rolesresignation as an officer of the Company and the Chairman of the Board of Directors, the Companyour Chief Executive Officer, we and Mr. Kriegsman entered into a General Release andthe Kriegsman Separation Agreement, dated January 3, 2022. This transactionwhich was approved by the Board of Directors in December 2021.

In connection Mr. Kriegsman received a settlement payment of $6.0 million pursuant to the Kriegsman Separation Agreement. The settlement payment was remitted to the payroll service in December 2021 and paid to Mr. Kriegsman on January 3, 2022. As of July 12, 2023, there are no proposed transactions with the execution of the Separation Agreement, Mr. Kriegsman’s existing executive employment agreement, as amended (the “Prior Employment Agreement”), was terminated; provided, however, that certain surviving customary confidentiality provisions and milestone and royalty payments as defined in the Prior Employment Agreement remain in full force and effect.related persons.

Applicable Definitions

For purposes of our Audit Committee’s review:

Board Member Attendance at Annual Meetings

Our Governance Guidelinesgovernance guidelines state that our directors are expected to attend the Company’sour annual meeting of stockholders. However, due to the COVID-19 pandemic, our directors did not attend the 20212022 Annual Meeting of Stockholders in person.

Delinquent Section 16(a) Reports

Each of our executive officers and directors and persons who owns more than 10% of our outstanding shares of Common Stock is required under Section 16(a) of the Securities Exchange Act to file with the SEC initial reports of ownership and reports of changes in ownership of our Common Stock. Based solely on our review of these reports and of copies of reports we have received, as well as written representations from certain reporting persons, we believe that our directors and executive officers and greater than 10% stockholders for the fiscal year ended December 31, 2021,2022, timely complied with all applicable Section 16(a) filing requirements, other than the inadvertent late filing of one Form 3 for Ms. Simpson reporting no ownership positions.requirements.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Based solely upon information made available to us, the following tables set forth information with respect to the beneficial ownership of our Common Stock Series C Preferred Stock and Series D Preferred Stock as of May 31, 2022July 14, 2023 by: (1) each person who is known by us to beneficially own more than five percent of our Common Stock; (2) each of our directors; (3) our named executive officers listed in the Summary Compensation Table under the caption “Executive Compensation”; and (4) all of our executive officers and directors as a group. Each of the foregoing persons is referred to herein as a “Reporting Person.”

Beneficial ownership is determined in accordance with the SEC rules. Shares of Common Stock subject to warrants or options that are presently exercisable, or exercisable within 60 days of May 31, 2022,July 14, 2023, which are indicated by footnote, are deemed outstanding in computing the percentage ownership of the person holding the options, but not in computing the percentage ownership of any other person. Except as otherwise indicated, the holders listed below have sole voting and investment power with respect to all shares of common stock shown, subject to applicable community property laws.

Unless otherwise indicated, the address of each beneficial owner listed in the following table is c/o LadRx Corporation, 11726 San Vicente Boulevard, Suite 650, Los Angeles, California 90049. Percentage ownership is based on 495,092 shares of Common Stock outstanding as of July 14, 2023.